Genco board reviews Diana Shipping's revised acquisition proposal

Genco Shipping & Trading Limited (NYSE: GNK) said its board of directors is continuing to review a revised, non-binding indicative proposal from Diana Shipping Inc. to acquire all outstanding Genco common shares not already held by Diana for $24.80 per share in cash plus one Diana share.

According to a statement based on the press release, Genco's advisors have engaged with Diana's advisors on multiple occasions in recent weeks to discuss the price, terms, and structure of the proposal. Jefferies LLC is serving as financial advisor to Genco, with Herbert Smith Freehills Kramer (US) LLP and Sidley Austin LLP as legal counsel, and Morgan Stanley & Co. LLC as special advisor to the board.

The board said it is evaluating whether the proposal fully reflects the net asset value of Genco's assets and includes an appropriate control premium. The board also raised concerns about the value of the Diana share component. Diana has ascribed a $2.54 value to the stock consideration, while Diana's closing stock price was $2.30 on June 16, the day before the revised proposal was announced, and $2.20 on July 22.

Genco's board also noted that the proposed new share issuance connected to the transaction could result in substantial dilution of Diana's outstanding shares, potentially reducing the value received by Genco shareholders. Additionally, Diana's proposed sale of 16 Genco vessels to Star Bulk at what Genco described as below-market prices could negatively affect Diana's share value.

On the cash component, the board noted that Diana's offer states the $24.80 per share cash consideration would be reduced by dividends declared, including Genco's second-quarter 2026 dividend expected to be announced in early August.

Separately, Genco's board reiterated its recommendation that shareholders not tender their shares into Diana's existing $24.80 per share tender offer, which does not include a Diana share component. The board noted that shareholders who have already tendered may withdraw their shares at any time before the offer expires.

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